ORIGINAL
WORKFORCE INNOVATION AND OPPORTUNITY ACT
AGREEMENT
(Occupational Training)
By and Between the
CITY OF ANAHEIM
and
BROWNSON TECHNICAL SCHOOL, INC.
TABLE OF CONTENTS
Section 1. Definitions 2
Section 2. Subgrant. 4
2.1 Amount of Subgrant 4
2.2 Maximum Amount of Subgrant 4
2.3 Disbursement of Subgrant Proceeds 4
2.4 Conditions Precedent to Disbursement 4
2.5 Fiscal Limitations 4
2.6 Programs Utilizing Multiple Funding Sources 5
2.7 Use of Federal and/or State Funds 5
Section 3. Contractor's Services. 5
3.1 Scope of Services 5
3.2 Notices to Proceed 5
3.3 Time for Performance 5
3.4 Contractor's Proposal 6
3.5 Compliance with Law 6
3.6 Licenses, Permits, Fees and Assessments 6 3.7 Nondiscrimination 6
3.8 Familiarity with Work 6 3.9 Inspection 6
Section 4. Term 7
Section 5. Coordination of Services 7
5.1 City's Representative 7
5.2 Contractor's Representative 7
5.3 Prohibition Against Subcontracting and Assignments 7
5.4 Independent Contractor 7
Section 6. Insurance and Indemnification 8
6.1 Insurance 8 6.2 Indemnification 9
Section 7. Enforcement of Agreement 9
7.1 Events of Default 9
7.2 Immediate Termination for Contractor's Default 10
7.3 Termination Without Cause 10
7.4 Attorneys' Fees 10
Section 8. Use and Ownership of Documents and Data. 10
8.1 Data to be Furnished by City 10
8.2 Ownership of Documents 10
Section 9. Records, Reports and Audits 11
9.1 Records and Reports; Retention of Records 11 9.2 Monitoring 11
Section 10 Miscellaneous Provisions 11 10.1 Waiver 11
10.2 10.3
10.4 10.5
10.6 10.7
10.8 10.9
10.10 10.11
10.12 10.13
10.14 Notices
Relationship of Parties
No Third Party Rights
Non-Liability of Members, Officials and Employees of the City Controlling Law Time of the Essence
Remedies Cumulative
Effect of Invalidity
Successors and Assigns
Entire Agreement
Authority
Conflicts of Interest
Time for Acceptance of Agreement by City
12 11
12 12
13 13
13 13
13 13
13 13
14 EXHIBITS
Exhibit A Work Plan Summary
Exhibit B Covenants Re: Use of Federal Funds
Exhibit C Contractor Certification Clauses (CCC 04/2017) 11 WORKFORCE INNOVATION AND OPPORTUNITY ACT
AGREEMENT
(Occupational Training)
This WORKFORCE INNOVATION AND OPPORTUNITY ACT AGREEMENT (this "Agreement"), dated for purposes of identification only as of July 1, 2025 (the "Date of Agreement"), is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation and charter city (the "City"), A
BROVVNSON TECHNICAL SCHOOL, INC., a California corporation (the "Contractor").
RECITALS
A. Among other things, the Workforce Innovation and Opportunity Act (hereinafter defined as the "Act") supersedes Titles I and II of the Workforce Investment Act of 1998 and strengthens the United States workforce development system, which provides the framework for the delivery of workforce investment activities at the State and local levels.
B. The purpose of Title 1 of the Act is to help job seekers (each hereinafter defined as a "Qualified Participant") access employment, education, training and support services to succeed in the labor market and to match employers with the skilled workers they need to compete in the global economy.
C. At the local level, the workforce development system includes Local Workforce Development Areas; the Governor of the State of California has designated the City of Anaheim a Local Workforce Development Area under the Act.
D. Title I of the Act permits certain workforce development activities within Local Workforce Development Areas, including employment and training activities for adults and dislocated workers, and youth activities.
E. Through the California Employment Development Department ("EDD"), the Department of Labor of the United States (the "Department of Labor") has awarded the City a grant (the "WIOA Grant") to fund and operate various workforce development activities (collectively, the "City's WIOA Programs") consistent with the purposes of the Title 1 of the Act.
F. The City desires to contract with public and private organizations, including employers, who are qualified to participate in the City's WIOA Programs by providing services to Qualified Participants (each, a "Qualified Contractor"). 1 G. Contractor is a Qualified Contractor.
H. The City and Contractor (each, a "Party" and jointly, the "Parties") desire to enter into this Agreement so that Contractor may receive a subgrant of the proceeds of the WIOA Grant (hereinafter defined as the "Subgrant") in consideration for Contractor's participation in the City's WIOA Programs and provision of services to Qualified Participants upon the request of the City.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS:
Section 1. Definitions.
The following capitalized terms used in this Agreement shall have the following meanings:
"Act" means the Workforce Innovation and Opportunity Act (Public Law 113-128, enacted on July 22, 2014 and codified at 29 U.S.C.A. 3101 et seq.), as amended from time to time. "Agreement" means this Workforce Innovation and Opportunity Act Agreement by and between the City and the Contractor.
"City" is defined in the initial paragraph of this Agreement and includes any assignee of or successor to the rights, powers and responsibilities of the City. The Workforce Development Manager of the Workforce Development Division of the City of Anaheim, or his designee, (hereinafter defined as the "City's Representative") shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City's Representative is authorized to act on behalf of the City unless this Agreement specifically provides otherwise or the context should otherwise require. "City's Representative" means the Workforce Development Manager of the City's Housing and Community Development Department.
"City's WIOA Programs" is defined in Recital E hereof.
"Conditions to Disbursement" is defined in Section 2.3 hereof. "Contractor" is defined in the initial paragraph of this Agreement. The Contractor's Representative shall represent Contractor in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by Contractor, the Contractor's Representative is authorized to act on behalf of Contractor unless this Agreement specifically provides otherwise or the context should otherwise require. "Contractor's Representative" means Patti Ghallagher.
"Contractor's Services" means the services provided by Contractor to Qualified Participants in connection with Contractor's participation in the City's WIOA Programs pursuant to this 2 Agreement and includes, but is not limited to, the provision of the services set forth in the Scope of Work. "Covenants Re: Use of Federal Funds" means those additional covenants of Contractor required due to the federal source of the Subgrant Proceeds which are attached hereto as Exhibit B and incorporated herein by this reference. "Date of Agreement" is defined in the initial paragraph of this Agreement. "Default" is defined in Section 7.1 hereof.
"Department of Labor" is defined in Recital E hereof.
"EDD" is defined in Recital E hereof.
"Maximum Amount of Subgrant" means $100,000.00.
"Notice to Proceed" means a written notice from the City which (i) approves the Curriculum for Participants, if required by City, (ii) establishes the maximum number of Qualified Participants for which the Contractor may receive Subgrant Proceeds and (iii) notifies the Contractor that the Contractor may proceed to provide Contractor's Services to a particular Qualified Participant. "Parties" is defined in Recital H hereof.
"Qualified Participants" means, generally, persons participating in the City's WIOA Programs. "Qualified Contractor" is defined in Recital F hereof.
"Schedule of Compensation" means the description of the terms of compensation which is set forth in the Work Plan Summary. "Scope of Work" means the description of the Contractor's Services which is set forth in the Work Plan Summary. "Subgrant" is defined in Section 2.1 hereof.
"Subgrant Proceeds" means the proceeds of the Subgrant. "Term" is defmed in Section 4 hereof.
"Term Expiration Date" means June 30, 2027.
"WIOA Grant" is defined in Recital E hereof.
"Work Plan Summary" means the summary attached hereto as Exhibit A and incorporated herein by this reference. "Workplace" means the place where the Contractor provides Contractor's Services to Qualified Participants. 3 Section 2. Subgrant.
2.1 Amount of Subgrant. Upon satisfaction of the Conditions to Disbursement, the City agrees to grant to Contractor proceeds of the WIOA Grant in the amounts set forth in the Schedule of Compensation (collectively, the "Subgrant"), subject to all of the terms, covenants and conditions of this Agreement.
2.2 Maximum Amount of Subgrant. In no event shall the aggregate amount of the Subgrant Proceeds distributed to Contractor over the Term of this Agreement exceed the Maximum Amount of Subgrant.
2.3 Disbursement of Subgrant Proceeds. Upon satisfaction of the Conditions to Disbursement or written waiver thereof by the City, the City shall distribute the Subgrant Proceeds in monthly or quarterly installments, as requested by Contractor, in arrears, in order to compensate Contractor for the provision of Contractor's Services under this Agreement. Requests for disbursements by Contractor shall be made by Contractor sending to the City, not more frequently than monthly nor less frequently than quarterly, a detailed invoice in a form specified and approved by the City.
2.4 Conditions Precedent to Disbursement. Contractor agrees further that the City shall not be obligated to make any disbursement of the Subgrant Proceeds unless and until Contractor has fulfilled all of the City's customary conditions for disbursement of Subgrant Proceeds under the City's WIOA Programs (the "Conditions to Disbursement"). Such conditions include, for purposes of guidance and illustration, but are not limited to, the following:
A. The City shall have received all insurance certificates required by it pursuant to and in accordance with Section 6.1 of this Agreement.
B. The City shall have received evidence that (i) Contractor has the power to enter into this Agreement, (ii) all documents executed by Contractor pertaining to this Agreement are valid and binding obligations of Contractor, enforceable according to their terms and (iii) the officers and agents executing such documents are duly empowered and authorized to execute them on behalf of Contractor.
C. The City shall have received copies of any and all licenses, permits, notices, and certificates required by the City pursuant to and in accordance with Section 3.6 of this Agreement.
D. The City shall have issued Notices to Proceed for each Qualified Participant.
The City's Representative may waive or modify in writing any of the Conditions to Disbursement of the Subgrant Proceeds.
2.5 Fiscal Limitations. The United States of America, through the Department of Labor, may in the future place programmatic or fiscal limitations on WIOA Grants not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of such actions. In the event of funding reduction, the City may reduce the budget for this Agreement as a whole or may limit the rate by which Contractor receives the Subgrant for 4 providing Contractor's Services to Qualified Participants. If the Department of Labor directs the City to implement a reduction in funding, the City's Representative may act for the City in implementing and effecting such a reduction and in revising the Agreement for such purpose.
Where the City's Representative has reasonable grounds to question the fiscal accountability, financial soundness, or compliance with this Agreement of Contractor, the City's Representative may act for the City in suspending the operation of this Agreement for up to sixty (60) days upon three (3) days' notice to Contractor of the City's intention to so act, pending an audit or other resolution of such questions.
2.6 Programs Utilizing Multiple Funding Sources. For programs in which there are sources of funds in addition to WIOA Grant funds, Contractor shall provide proof of such funding.
The City shall not pay for any services provided by Contractor which are funded by other sources.
All restrictions and/or requirements provided for in this Agreement relative to accounting, budgeting and reporting apply to the total program regardless of funding sources.
2.7 Use of Federal and/or State Funds. Contractor acknowledges and agrees that the Subgrant is funded from WIOA Grant funds and/or other funds allocated to the City by the United States of America through the Department of Labor. Accordingly, Contractor hereby provides to the City those covenants set forth in the Covenants Re: Use of Federal Funds attached hereto as Exhibit B and incorporated herein by this reference. If any portion of the Subgrant is funded by funds allocated to the City by the State of California, Contractor further provides to the City those covenants set forth in the California Contractor Certification Clauses (CCC) 04/2017 attached hereto as Exhibit C and incorporated by reference.
Section 3. Contractor's Services.
3.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Contractor shall provide the Contractor's Services, as authorized by the City's Representative. Contractor represents and warrants that Contractor's Services to be provided hereunder shall be performed in a competent, professional and satisfactory manner in accordance with the City's WIOA Programs.
3.2 Notices to Proceed. Contractor acknowledges and agrees that City shall request that Contractor provide the Contractor's Services on an "as requested" basis and that City does not guaranty a minimum number of Qualified Participants for whom Contractor's Services shall be requested and required under this Agreement. Contractor acknowledges and agrees that Contractor shall not commence to provide Contractor's Services to a particular Qualified Participant hereunder unless and until Contractor receives a Notice to Proceed from the City authorizing the provision of Contractor's Services to that particular Qualified Participant. Contractor further acknowledges and agrees that this Agreement and any request for the provision of services hereunder is nonexclusive and that the City may enter into similar agreements with other entities for the provision of similar services.
3.3 Time for Performance. Time is of the essence in the performance of this Agreement. Contractor shall perform and complete all of Contractor's Services in a timely and expeditious manner. Contractor shall not be responsible for delays caused by circumstances 5 beyond its reasonable control, provided that Contractor has delivered to the City written notice of the cause of any such delay within ten (10) days of the occurrence of such cause.
3.4 Contractor's Proposal. The Scope of Services shall include the Contractor's proposal or bid, if any, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
3.5 Compliance with Law. Contractor's Services shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City and any Federal, State or local governmental agency of competent jurisdiction.
3.6 Licenses, Permits, Fees and Assessments. Contractor shall obtain, at Contractor's sole cost and expense, such licenses, permits and approvals as may be required by law for the performance of Contractor's Services. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the services required by this Agreement.
3.7 Nondiscrimination. Contractor agrees not to discriminate against any person or class of persons by reason of race, color religion sex stereotyping (including pregnancy, childbirth, and related medical conditions, transgender status, and gender identity), national origin (including limited English proficiency), age, disability, political affiliation or belief or against any beneficiary of programs financially assisted under Title-I of the Workforce Innovation and Opportunity Act (WIOA) on the basis of the beneficiary's citizenship/status as a lawfully admitted immigrant authorized to work in the United States, or his or her participation in WIOA Title-I financially assisted program or activity in its provision of Contractor's Services. To the extent this Agreement provides that Contractor offer accommodations or services to the public, such accommodations or services shall be offered by Contactor to the public on fair and reasonable terms.
3.8 Familiarity with Work. By executing this Agreement, Contractor represents and warrants that Contractor (i) has thoroughly investigated and considered Contractor's Services to be performed, (ii) has carefully considered how Contractor's Services should be provided and (iii) fully understands the facilities, difficulties and restrictions attending the provision of Contractor's Services under this Agreement. Should the Contractor discover any latent or unknown conditions materially differing from those inherent in the provision of Contractor's Services or as represented by the City, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City.
3.9 Inspection. The City, EDD and the Department of Labor and their agents and representatives shall have the right at any reasonable time to observe the provision of Contractor's Services. The City is under no duty to supervise the provision of Contractor's Services. Any inspection or examination by the City is for the sole purpose of protecting and preserving the City's rights under this Agreement. No default of Contractor shall be waived by any inspection by the City. In no event shall any inspection by the City be a representation that there has been or will be compliance with this Agreement or that Contractor is in compliance with any federal, state and local laws, ordinances, regulations and directives applicable to the performance of this Agreement 6 or the provision of Contractor's Services. Contractor shall make or cause to be made such other independent inspections as Contractor may desire for Contractor's own protection.
Section 4. Term. This Agreement shall be for a term (the "Term") commencing on the Date of Agreement and terminating on the Term Expiration Date, subject to earlier termination as provided in Subsection 6.1.4 or Section 7 hereof.
Section 5. Coordination of Services.
5.1 City's Representative. The City's Representative shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City's Representative is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
5.2 Contractor's Representative. Contractor's Representative shall represent the Contractor in all matters pertaining to this Agreement. Contractor's Representative is authorized to act on Contractor's behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal are a substantial inducement for the City to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the provision of Contractor's Services hereunder. The foregoing principal may not be changed by Contractor and no other personnel may be assigned to supervise the Contractor's Services to be provided hereunder without the express written consent of the City.
5.3 Prohibition Against Subcontracting and Assignments, Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable or transferable or encumbered in any way without the prior written consent of City. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to City. This is a personal services contract and the Contractor was chosen on the basis of characteristics unique to the Contractor. City shall have the right to unreasonably or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse, or permission.
5.4 Independent Contractor. Contractor and any agent or employee of Contractor shall act in an independent capacity and not as officers or employees of City. City assumes no liability for Contractor's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Contractor. Contractor shall not have authority to act as an agent on behalf of City unless specifically authorized to do so in writing.
Contractor acknowledges that it is aware that because it is an independent contractor, City is making no deduction from any amount paid to Contractor and is not contributing to any fund on its behalf. Contractor disclaims the right to any fee or benefits except as expressly provided for in this Agreement.
As respects all acts or omissions of Contractor relating to Contractor's responsibility for taxes, bonds, payments, or other commitments, implied, or explicit, by or for Contractor, the 7 Contractor agrees to indemnify, defend (at the City's option), and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with the Contractor's performance or failure to perform under this Section.
Section 6. Insurance and Indemnification.
6.1 Insurance. Without limiting City's right to indemnification, it is agreed that Contractor shall secure prior to commencing any activities under this Agreement, and maintain during the Term of this Agreement, insurance coverage as set forth in this Section 6.1.
6.1.1 Required Insurance Coverage. Contractor shall secure and maintain the following insurance coverage:
(a) Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence/accident/illness/injury; and (b) Comprehensive General Liability Insurance, or Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage, Independent Contractor's Liability and Fire Damage Legal Liability, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form.
The City's Representative, with the consent of the City's Risk Manager, is hereby authorized to reduce the requirements set forth above in the event he determines that such reduction is in City's best interest.
6.1.2 Requited Clauses in Policies. Each policy of general liability insurance and automobile insurance required by this Agreement shall contain the following clauses:"Written notice of cancellation shall be delivered to the City Clerk of the City of Anaheim, 200 S. Anaheim Boulevard, Anaheim, CA 92805 in accordance with the policy provisions." "It is agreed that any insurance maintained by the City of Anaheim shall apply in excess of and not contribute with insurance provided by this policy."
"The City of Anaheim, its officials, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Anaheim." Contractor hereby agrees to waive subrogation which any insurer of the Contractor may acquire from the Contractor by virtue of the payment of any loss. If requested by City, Contractor agrees to obtain and deliver to City an endorsement from Contractor's general liability and automobile liability insurance insurer to effect this waiver of subrogation. 8 6.1.3 Required Certificates and Endorsements. Prior to commencement of any work under this Agreement, the Contractor shall deliver to City (i) insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above and (ii) endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by City, it shall be the Contractor's responsibility to see that City receives documentation, acceptable to City, which sustains that the individual signing such endorsements is indeed authorized to do so by the insurance company.
Also, City reserves the right at any time to demand, and to receive within a reasonable time period, certified copies of any insurance policies required under this Agreement, including endorsements effecting the coverage required by these specifications.
6.1.4 Remedies for Defaults Re: Insurance. In addition to any other remedies City may have if the Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option:
(a) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under this Agreement;
(b) Order the Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to the Contractor hereunder until the Contractor demonstrates compliance with the requirements hereof;
(c) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies City may have and is not the exclusive remedy for the Contractor's failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which the Contractor may be held responsible for payment of damages to persons or property resulting from the Contractor's or its subcontractor's performance of Contractor's Services under this Agreement.
6.2 Indemnification. As respects acts, errors or omissions in the performance of Contractor's Services under this Agreement, the Contractor agrees to indemnify and hold harmless the City, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, defense costs, liability or consequential damages of any kind or nature arising directly out of the Contractor's acts, errors or omissions in the performance of Contractor's Services under the terms of this Agreement.
Section 7. Enforcement of Agreement.
7.1 Events of Default. For purposes of this Section 7, the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor's (i) application for, consent to, or suffering of, 9 the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets, (ii) making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing) or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder.
City shall not be deemed to be in Default in the performance of any obligation required to be performed by City hereunder unless and until City has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from Contractor specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for its performance, then City shall not be deemed to be in Default if City shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
7.2 Immediate Termination for Contractor's Default. In the event of any Default by Contractor, City may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Contractor of written notice from City. In such event, Contractor shall have no further rights hereunder; City shall have all other rights and remedies as provided by law.
7.3 Termination Without Cause. Either City or Contractor may terminate this Agreement at any time without the necessity of cause or Default by the other Party by giving thirty (30) days' notice in writing to the other Party. In such event, the Parties shall have no further rights hereunder, except that Contractor shall be paid for Contractor's Services rendered and completed prior to such termination.
7.4 Attorneys' Fees. City and Contractor agree that in the event of litigation to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this Agreement, or to collect damages for a Default hereunder, the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
Section 8. Use and Ownership of Documents and Data.
8.1 Data to be Furnished by City. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of services hereunder as City may possess or acquire.
8.2 Ownership of Documents. All documents and materials furnished by the City to Contractor pursuant to Section 8.1 hereof shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All documents and materials prepared by Contractor hereunder shall become the property of the City at the time of payment to Contractor of all fees and expenses for their preparation, and shall be delivered to the City by Contractor at the request of the City. The documents and materials prepared by Contractor hereunder shall not be used by the City or others, except for the purpose for which they were intended. The City agrees not to associate Contractor's name with any documents or materials not prepared by Contractor. 10 Section 9. Records, Reports and Audits.
9.1 Records and Reports; Retention of Records. Contractor shall prepare and submit financial, program progress, monitoring, evaluation, personnel, property and financial records and other reports as required by the City and in the format acceptable to the City to assure proper accounting of all WIOA Grant funds. Contractor shall furnish such information which, in the judgment of the City's Representative, may be relevant to questions of compliance with contractual conditions hereunder or granting agency directives, or with the effectiveness, legality and goals of the City's WIOA Programs. Contractor shall retain all records and reports required under this Section for a period of three (3) years after the termination of this Agreement.
9.2 Monitoring. The City may conduct periodic program monitoring reviews. These reviews will focus on the extent to which the planned program has been implemented and measurable goals achieved, effectiveness of program management, and impact of the program.
Authorized representatives of the City, EDD and the Department of Labor shall have the right of access to all activities and facilities operated by Contractor in connection with this Agreement.
Facilities include all files, records, and other documents related to the performance of this Agreement. Activities include attendance at all pertinent staff, board of directors, advisory committee, and advisory board meetings and inspection by the City, EDD and the Department of Labor. Contractor shall ensure that its employees and board members furnish such information as, in the judgment of the City, EDD and the Department of Labor, may be relevant to the question of compliance with contractual conditions and Department of Labor directives, or the effectiveness, legality, and achievements of the City's WIOA Programs.
Section 10. Miscellaneous Provisions.
10.1 Waiver. Inaction by City or Contractor with respect to a Default hereunder shall not be deemed to be a waiver of such Default. The waiver by either City or Contractor of any Default hereunder shall not be deemed to be a waiver of any subsequent Default.
10.2 Notices. All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either City or Contractor to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to City. City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
11 With copies to:
To Contractor
Workforce Development Manager
Housing and Community Development Department
City of Anaheim
201 S. Anaheim Boulevard, Suite 1003
Anaheim, California 92805
FAX No. (714) 765-4363
City Attorney
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No. (714) 765-5123
Brownson Technical School, Inc.
1110 Technology Circle
Anaheim, CA 92805
Attention: Patti Ghallager
Telephone No.: 714-774-9443
FAX No. 714-774-5025
10.3 Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that Contractor is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of the City.
10.4 No Third Party Rights. The Parties intend that no rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
10.5 Non-Liability of Members, Officials and Employees of the City. No member, official or employee of the City shall be personally liable to Contractor, or any successor in interest, in the event of any Default or breach by the City or for any amount which may become due to Contractor or Contractor's successors, or on any obligation under the terms of this Agreement. Contractor hereby waives and releases any claim Contractor may have against the members, officials or employees of the City with respect to any Default or breach by City or for any amount which may become due to Contractor or Contractor's successors, or any obligations under the terms of this Agreement. Contractor makes such release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
12 HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."
10.6 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
10.7 Time of the Essence. Time is hereby expressly declared to be the essence of this Agreement and of each and every term, covenant and condition hereof which relates to a date or a period of time.
10.8 Remedies Cumulative. The remedies given to City and Contractor herein shall be cumulative and are given without impairing any other rights given City or Contractor by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by City or Contractor shall not exclude the exercise of any other remedy.
10.9 Effect of Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
10.10 Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of City and to the permitted successors and assigns of Contractor, and all references to "City" or "Contractor" shall be deemed to refer to and include all permitted successors and assigns of such Party.
10.11 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreement of the City and the Contractor with respect to the matters covered hereby, and no agreement, statement or promise made by either City or Contractor which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended, modified or added except by an agreement in writing signed by City and Contractor.
10.12 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Contractor shall, at City's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.
10.13 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affect his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
13 10.14 Time for Acceptance of Agreement by City. This Agreement, when executed by Contractor and delivered to City, must be authorized, executed and delivered by the City on or before forty-five (45) days after the execution and delivery by Contactor or this Agreement shall be void, except to the extent that Contractor and City shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement.
SIGATURES ON THE NEXT PAGE
14 1V Chief Execu cer
IN WITNESS WHEREOF, the City and the Contractor have executed this Agreement on the respective dates set forth below.
"CITY"
CITY OF ANAHEIM,
a municipal corporation and charter city
Dated: By:
Grace Ruiz-Stepter,
Director, Department of Housing and
Community Development
ATTEST:
THERESA BASS, CITY CLERK
By:
City Clerk
APPROVED AS TO FORM:
ROBERT - -13E , CITY ATTORNEY
By: Ad ilk
Ryan o vd
Depu • ty A torney 4110495-
155078
"CONTRACTOR"
BROWNSON TECHNICAL SCHOOL, INC.,
a California corporation
Dated: - 'Z 25 By:
15 Witness my hand and official seal.
cc
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of 1 Yi
On _ 1 O1 loll; before me, €4k1I re.. Ndix,v4i RA, iirci here insert name a d title of the officer
personally appeared (A) I. I kl'i . OC) r0 AAA. here insert name(s) of signer(s)
who proved to me on the basis of satisfactory evidence to be the person(.61 whose name( is/aii subscribed to the within instrument and acknowledged to me that he/sAlttrey executed the same in his authorized capacity/ies, and that by his/her/their signature94 on the instrument the person , or the entity upon behalf of which personVacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
date
STEPHANIE E. GARCIA 1
COMM. #2435210 z
Notary Public - California
Orange County -6
Eyires Jan. 21,2O27 t
(Signature)
(Seal)
EXHIBIT "A"
WORK PLAN SUMMARY
(Behind this sheet)
Exhibit A
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Brownson Technical School, Inc.
(714) 774-9443
Anaheim CA 92805
Mon day, Marc h 10, 2025
EXHIBIT "B"
COVENANTS RE: USE OF FEDERAL FUNDS
Contractor acknowledges and agrees that the Subgrant is funded from WIOA Grant funds allocated to the City by the Department of Labor (DOL) of the United States of America.
Accordingly, Contractor covenants and agrees as follows:
Section 1. Compliance With Law. Contractor hereby covenants and agrees that it has complied and will continue to comply with those provisions of the Workforce Innovation and Opportunity Act of 2014 establishing the WIOA Grant program under Public Law 113-128 (the "Act"), and all applicable Federal, state and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of Federal funds for this federally-assisted program. This Agreement is subject to all such laws, ordinances, regulations, policies, and guidelines, including, without limitation, the Act; 20 CFR Part 676, 677, and 678; and applicable U.S. Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
Section 2. Non-Discrimination and Equal Opportunity. Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex (including pregnancy, childbirth, and related medical conditions, sex stereotyping, trans gender status, and gender identity), national origin (including limited English proficiency), age, disability, political affiliation or belief, or against any beneficiary of, applicant to, or participant in, programs financially assisted under Title I of the Workforce Innovation and Opportunity Act (WIOA), on the basis of the individual's citizenship status or participant in any WIOA Title-I financially assisted program or activity. Contractor shall comply with the following:
A. The requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), as amended, and all regulations applicable thereto, and the provisions of WIOA Section 188 and compliance with Equal Employment Opportunity provisions in Executive Order (E.0.) 11246, as amended by E.O. 11375 and supplemented by the requirements of 41 C.F.R. Part
60. B. The prohibitions against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101-07) and implementing regulations at 24 C.F.R. Part 146.
C. The prohibitions against discrimination against otherwise qualified individuals with disabilities under section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 C.F.R. Part 8.
D. The prohibitions against discrimination against disabled persons under the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and all applicable implementing regulations (28 C.F.R. Parts 35-36).
Section 3. Office of Management and Budget. Contractor shall comply with Uniform Administrative, Cost Principles and Audit Requirements for Federal Awards; Final Rule at 2 Code of Federal Regulations (CFR) Chapter 1 and Chapter 2, Part 200, et al. and DOL's Exceptions at 2 CFR Chapter 11 Part 2900, et al. and all regulations, legislation, directives, policies, procedures, and amendments issued pursuant thereto.
Exhibit B — Page 1
Section 4. Government-wide Debarment and Suspension, and Government-wide Drug- free Workplace Requirements. Contractor shall comply with regulations implementing Executive Order 12549, Debarment and Suspension and comply with the requirements of the Drug Free Workplace Act of 1990.
Section 5. Restrictions on Lobbying. Contractor shall comply with the restrictions on lobbying which are codified in the DOL regulations at Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR 2900.
Section 6. Standards of Conduct. Every reasonable course of action will be taken by Contractor in order to maintain the integrity of public funds and to avoid favoritism. This Agreement will be administered in an impartial manner, free from efforts to gain personal, financial, or political gain. No relative by blood, adoption, or marriage of any executive or employee of Contractor will receive favorable treatment when considered for enrollment in programs provided by, or employment with, Contractor.
Section 7. Religious and Political Activities. Contractor agrees that Subgrant Proceeds shall be used exclusively for the Services required under this Agreement, and that no funds made available under this Agreement shall be used to promote religious or political activities. Further, Contractor agrees that it will not perform, nor permit to be performed, any religious or political activities in connection with the performance of this Agreement.
Section 8. No Disability. Contractor certifies and agrees that it is under no contractual or other disability which would prevent it from complying with all pertinent laws and regulations.
Section 9. Privacy. Contractor agrees and shall ensure that no information about or obtained from any person receiving services hereunder shall be voluntarily disclosed in any form identifiable with such person without first obtaining the written consent of such person as set forth at Uniform Guidance 2 CFR Part 200.303
Section 10. Patent Rights. Contractor shall comply with the notice of awarding agency requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under this Agreement as set forth at Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR Part 2900.
Section 11. Clean Air Act; EPA Regulations. Contractor shall comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act set forth at 42 U.S.C. 1857 (h), Section 508 of the Clean Air Act set forth at 33 U.S.C. 1968, Executive Order 11738 and the Environmental Protection Agency regulations set forth at 40 CFR Part 15.
Section 12. Energy Efficiency. Contractor shall comply with the mandatory standards and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act set forth at Public Law 94-163, 89 Statutes 871.
Section 13. Intellectual Property. Contractor acknowledges and agrees that pursuant to Uniform Guidance 2 CFR Part 200 and DOL Exceptions 2 CFR Part 2900., the Federal Government reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes:
Exhibit B — Page 2
(A) the copyright in any work developed under the Subgrant or this Agreement; (B) any rights of copyright to which Contractor purchases ownership with Subgrant Proceeds; (C) the patent for any invention developed under the Subgrant or this Agreement; and (D) any rights in any patent to which Contractor purchases ownership with Subgrant Proceeds.
Exhibit B — Page 3
EXHIBIT "C"
CONTRACTOR CERTICATION CLAUSES CCC 04/2017)
1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred:
the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)
3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.)
Exhibit C — Page 1
4. CONTRACTS FOR LEGAL SERVICES $50000 OR MORE- PRO BONO REQUIREMENT:
Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.
Contactor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm's offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.
Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services.
5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.
6. SWEATFREE CODE OF CONDUCT:
a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. b. The contractor agrees to cooperate fully in providing reasonable access to the contractor's records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor's compliance with the requirements under paragraph (a).
7. DOMESTIC PARTNERS: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3.
8. GENDER IDENTITY: For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.35.
Exhibit C — Page 2
DOING BUSINESS WITH THE STATE OF CALIFORNIA
The following laws apply to persons or entities doing business with the State of California.
1. CONFLICT OF INTEREST: Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has any questions on the status of any person rendering services or involved with the Agreement, the awarding agency must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code §10410):
1). No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
2). No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.
Former State Employees (Pub. Contract Code §10411):
1). For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2). For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a cantract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.
If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (Pub. Contract Code §10420)
Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code §10430 (e))
2. LABOR CODE/WORKERS' COMPENSATION: Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)
3. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
Exhibit C — Page 3
4. CONTRACTOR NAME CHANGE: An amendment is required to change the Contractor's name as listed on this Agreement. Upon receipt of legal documentation of the name change the State will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.
5. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:
a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled.
b. "Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.
c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.
6. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.
7. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.
8. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all contractors that are not another state agency or other governmental entity.
Exhibit C — Page 4